FIRST AMENDMENT TO OPERATING AGREEMENT
                       OF SILVER MESA AT PALOMINO PARK LLC

     THIS FIRST AMENDMENT TO OPERATING AGREEMENT OF SILVER MESA AT PALOMINO PARK
LLC (this "Second  Amendment") is made as of the 19th day of December,  2000, by
and between AL FELD, an individual ("Feld"), and WELLSFORD PARK HIGHLANDS CORP.,
a Colorado corporation ("WPHC").

                                    RECITALS

     A.  Feld  and  WPHC  constitute  all  of  the  members  (collectively,  the
"Members")  of Silver Mesa at Palomino  Park LLC, a Colorado  limited  liability
company (the "Company"),  which is governed by that certain Operating  Agreement
of  Silver  Mesa at  Palomino  Park  LLC  dated as of  December  10,  1998  (the
"Operating Agreement").

     B. The Members  now desire to amend the  Operating  Agreement  as set forth
herein.

     C.  Capitalized   terms  not  otherwise   defined  herein  shall  have  the
definitions set forth in the Operating Agreement.

     NOW,  THEREFORE,  for and in  consideration of the above recitals and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  Feld and WPHC hereby  agree to amend the  Operating  Agreement as
follows:

     1.   Single-Member  LLC.  Feld and WPHC hereby agree that,  notwithstanding
          any provisions to the contrary in the Operating Agreement, the Company
          shall continue in existence and its business shall be continued  after
          the transfer to WPHC of all of Feld's interest in the Company pursuant
          to the Call Option.  The Articles of Organization  shall be amended to
          permit  continuation  of  the  Company  as  a  single-member   limited
          liability  company  and,  upon  such  amendment  to  the  Articles  of
          Organization,  the Operating  Agreement shall be and hereby is amended
          to conform thereto.

     2.   Full  Force and  Effect.  The  Operating  Agreement,  as  specifically
          amended herein,  is hereby ratified by the Members and shall remain in
          full force and effect.

     3.   Counterparts.  This  Amendment  may  be  executed  in  any  number  of
          counterparts,  each of which shall be deemed to be an original and all
          of which, when taken together,  shall constitute one agreement binding
          on the parties  hereto,  notwithstanding  that all the parties may not
          have signed the same counterpart. Signature pages from one counterpart
          may be  removed  and  attached  to another  counterpart  to create one
          fully-executed document.





     IN WITNESS  WHEREOF,  the parties  hereto,  being all of the Members of the
Company, have executed this Amendment as of the date first written above.



           /s/ Al Feld
           -----------------------------------------
           Al Feld


           WELLSFORD PARK HIGHLANDS CORP., a Colorado corporation

            By: /s/ David M. Strong
                -----------------------------------------
                David M. Strong, Vice President